RISK

PRIVATE PLACEMENT RISKS

Investments in private placements are speculative, illiquid, and involve a high degree of risk. Investors should not invest unless they can afford to lose their entire investment. Before making any investment decision, prospective investors should carefully review all offering documents, including the applicable risk factors, and consult with their legal, tax, accounting, and financial advisors.

The following summary highlights certain risks associated with private investments but does not constitute a complete list of all risks. Additional risks specific to each investment opportunity are described in the applicable offering materials and should be reviewed carefully before investing.

Illiquidity and Limited Transferability

Interests in private placements are generally illiquid and subject to significant transfer restrictions under federal and state securities laws, as well as the governing documents of the applicable issuer.

Investors should be prepared to hold their investment for an indefinite period of time. There may be no established market for the purchase or sale of the securities, and a secondary market may never develop. As a result, investors may be unable to sell, transfer, or otherwise liquidate their investment when desired or at a favorable price.

Risk of Loss

All investments involve risk, including the risk of partial or total loss of capital.

There can be no assurance that an issuer will achieve its business objectives, generate profits, make distributions, or provide investors with a return of invested capital. Investors should be prepared for the possibility of losing some or all of their investment.

Limited Operating History

Certain issuers may have limited operating histories, limited financial resources, or limited historical performance data.

As a result, any projections, forecasts, business plans, or performance estimates may be based upon assumptions that may not prove accurate. The lack of a substantial operating history increases the uncertainty associated with evaluating the issuer’s prospects and investment performance.

Economic and Market Risks

The performance of an investment may be adversely affected by changes in economic conditions, capital markets, interest rates, inflation, labor availability, supply chain disruptions, geopolitical events, regulatory changes, and other local, national, or global factors.

Periods of market uncertainty or economic downturn may impair an issuer’s ability to raise capital, obtain financing, execute business plans, develop real estate projects, maintain occupancy levels, or achieve anticipated returns.

Emerging companies and development-stage businesses may be particularly vulnerable to adverse economic conditions.

Real Estate Investment Risks

Many Horizon-sponsored investments involve real estate assets, which are subject to risks including:

  • Changes in market demand and property values
  • Construction delays and cost overruns
  • Environmental liabilities
  • Zoning and land-use restrictions
  • Tenant defaults and occupancy fluctuations
  • Rising operating expenses
  • Interest rate increases
  • Availability and cost of financing
  • Natural disasters and other casualty events

Any of these factors could negatively affect investment performance and investor returns.

Forward-Looking Statements

Offering materials, presentations, and website content may contain forward-looking statements regarding projected performance, anticipated returns, development timelines, business plans, market conditions, and investment objectives.

Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “seek,” “target,” “will,” and similar expressions are intended to identify forward-looking statements.

These statements are based on assumptions and expectations that are subject to significant uncertainties and risks. Actual results may differ materially from those expressed or implied by such statements. No assurance can be given that any projections, forecasts, or expectations will be achieved.

Financing and Interest Rate Risks

Many issuers rely upon debt financing to acquire, develop, or operate assets.

Changes in interest rates, lending standards, credit availability, or lender requirements may increase borrowing costs, reduce profitability, delay projects, or impair an issuer’s ability to obtain financing necessary for operations or growth.

In certain circumstances, a lack of available financing could materially impact an issuer’s business and its ability to meet projected objectives.

Dilution Risk

Issuers may require additional capital in the future to fund operations, acquisitions, development activities, or growth initiatives.

To raise such capital, issuers may issue additional equity or debt securities. Future issuances may dilute existing ownership interests, reduce voting power, alter economic rights, or otherwise adversely affect current investors.

There can be no assurance that any future financing will be available on favorable terms or at all.

Tax Risks

Investments in private placements involve complex tax considerations and may result in federal, state, local, and foreign tax consequences that vary based on an investor’s individual circumstances.

Tax laws, regulations, interpretations, and administrative guidance may change, possibly with retroactive effect. Such changes could adversely affect the tax treatment or economic benefits of an investment.

Prospective investors should consult their own tax advisors regarding the specific tax consequences of any investment.

Regulatory and Legal Risks

Issuers are subject to various laws, regulations, governmental approvals, and compliance requirements. Changes in laws, regulations, public policy, tax treatment, securities regulations, housing programs, land-use restrictions, or environmental regulations may adversely affect investment performance.

Future regulatory actions or legal proceedings may increase costs, limit opportunities, delay projects, or negatively impact an issuer’s operations.

Conflicts of Interest

Horizon Companies and its affiliates may provide management, advisory, development, asset management, property management, or other services to investment vehicles and related parties.

As a result, actual or perceived conflicts of interest may arise between investors, issuers, affiliates, and management. Such conflicts are described in greater detail within the applicable offering materials.

No Guarantee of Returns

No representation or warranty is made that any investment will achieve its objectives, generate profits, make distributions, preserve capital, or avoid losses.

Past performance should not be relied upon as an indicator of future results. Any projected returns, targeted returns, internal rates of return (IRRs), equity multiples, valuations, or financial forecasts are estimates only and are not guarantees of future performance.

Review Offering Documents Carefully

The risks described above are not exhaustive. Each investment opportunity has unique risks that may be material to an investment decision. Prospective investors should carefully review the applicable offering documents, including all Risk Factors, before investing.

Investors should invest only after determining that the investment is suitable for their financial circumstances and risk tolerance and only if they can withstand a complete loss of their investment.

Updated: 9/30/2026